The MAR Blog

9 November, 2018

Under the market abuse regulation (MAR), a lot more information has to be collected about each insider. But why? What’s the purpose behind these very detailed requirements, that often cause frustration with both issuers and insiders?

In this post we will look at the requirement to collect phone numbers, more specifically both private and professional mobile and land line numbers.

This might seem a bit excessive, isn’t it enough with one(!) number where the person can be reached?

”The insider list should also contain data that may assist the competent authorities in the conduct of investigations, to rapidly analyse the trading behaviour of insiders, to establish connections between insiders and persons involved in suspicious trading, and to identify contacts between them at critical times.

In this respect, telephone numbers are essential as they permit the competent authority to act swiftly and to request data traffic records, if necessary. Moreover, such data should be provided at the outset, so that the integrity of the investigation is not compromised by the competent authority having to revert in the course of an investigation to the issuer […] or the insider with further requests for information.”

So the purpose is not to have contact details to reach the insider, it’s to be able to request call records from the operator to see whether the insider has been in contact (using any of its phones) with the person who made a suspicious transaction.

If the insider list shows that an employee received inside information at 10 am and the call records show that during the lunch break this insider spoke for ten minutes with a third party who then suddenly decided to trade in the share, that’s of course pretty interesting evidence in an investigation.

When you think about it this way, it’s not unreasonable that the authorities want issuers to gather as much information as possible about which phone numbers might have been used to leak information.

In the next post we’ll be looking at the requirement to collect information about a person’s ”last name at birth”, which seems incredibly outdated to most people. ￼

17 January, 2018

InsiderLog AB got a new majority shareholder today when Euronext acquired 80% of the shares in the Serendipity owned company.

Euronext is the leading pan-European exchange in the Eurozone with nearly 1,300 listed issuers worth close to €3.6 trillion in market capitalization (as of end December 2017). Euronext operates the regulated equity and derivatives markets of Paris, Amsterdam, Brussels as well as Lisbon and has recently announced the acquisition of the Irish Stock Exchange (ISE), subject to regulatory approvals. ISE is the first debt listing venue globally (30,000+ securities and listings from 90 countries) and the first fund listing venue globally (5,242 Investment Funds Securities and 227 ETFs).

InsiderLog is a cloud based software that automates the management of inside information and insider lists in a way which both saves time and ensures compliance under the EU market abuse regulation MAR. InsiderLog has been developed by the legal team of Serendipity Professionals, part of the leading Swedish investment firm Serendipity Group which has five listed companies in its portfolio. In December 2016 the product was launched externally and in little over a year it has attracted more than 170 publicly traded companies, banks and law firms as customers.

InsiderLog has already started spreading outside of Sweden but by joining forces with Euronext it is now positioned to really start expanding on a European market.

– This is of course a fantastic development for us, says John Engholm general counsel within Serendipity and founder of InsiderLog. Despite being new in this field, we have managed to go from 0 to 170 customers in one year. Being able to introduce ourselves as part of Euronext and reaching out to the thousands of companies with whom they already have established relationships is an enormous potential for increased growth.

The plan ahead is of course to expand sales but also to intensify the work on product development.

– There are several other things that can help these companies in their daily operations and we have already identified and developed new functions that are being offered as add-on modules to InsiderLog. A big step was “InsiderLog for Advisors” which is not intended for the listed companies themselves but rather their advisors, who also come into contact with inside information. Here we solve a similar problem for a completely different target group and among the customers signed in the month since launch is the largest law firm in the Nordics and two of the “big four” auditing firms.

– That an organization like Euronext decides to become a majority shareholder in InsiderLog is the best confirmation I can imagine that we are doing all the right things and I’m really excited to expand our business into Europe.

3 July, 2017

On July 3, 2017 it’s just a year since the new Market Abuse Regulation (MAR) entered into force with new rules on, among other things, handling of inside information for listed and stock-exchange companies throughout the EU.

My name is John Engholm, I am Chief Legal Officer of Serendipity Group and within our own group we have five companies if affected by MAR. Even after a few months, we realized that the new rules led to an extensive administrative burden of work and that the risk of mistakes in manual handling was far too big.

How do I handle all insider information?

InsiderLog is a digital tool for managing inside information and logbooks. Initially, it was in order to meet our own need for such a solution, but in November 2016, we launched InsiderLog externally to other companies outside the group and have recently arrived in more than 150 listed companies as customers. There are companies in all sizes and industries that use InsiderLog to streamline and automate their handling of inside information, saving both time and ensuring compliance.

MAR Insider, then what?

There are many things that have been unclear with MAR and it has been difficult to get clear answers from Finansinspektionen, Nasdaq and others. On this blog, we will try to gather relevant information for you who work with questions about inside information, MAR and compliance. It can range from decisions on sanctions to debate articles and clarifications to interesting issues that you encountered.

* We will contact you regarding how InsiderLog can assist your company, and will gladly demonstrate the system for you. InsiderLog will process your personal data safely and securely. Hereby, you consent to processing your personal data for the purpose of contacting you. All in accordance with the General Data Protection Regulation (GDPR).

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